Exhibit 11.1

                              CONSULTING AGREEMENT

Lou Galeotafiore
Benchmark Securities Group
825 East Gate Blvd
Garden City, NY 11530


January 16, 2003


Robert Russell
Telecommunications Products
9171 Whilshire Boulevard
Suite B
Beverly Hills, California 90210


Gentlemen,

This will confirm the arrangements, terms and conditions pursuant to which
Benchmark Securities Group, Inc. (the "Consultant") has been retained to serve
as consultant and advisor to Telecommunication Products, Inc, a Colorado
corporation (the "Company"), on a non-exclusive basis for the term set forth in
Section 2 below. The undersigned hereby agree to the following terms and
conditions:

1.       Duties of Consultant
         ---------------------

(a)  Consulting  Services.  Consultant  will provide such  financial  consulting
     services and advice  pertaining  to the Company's  business  affairs as the
     Company may from time to time  reasonably  request.  Without  limiting  the
     generality  of  the  foregoing,  Consultant  will  assist  the  Company  in
     developing,  studying  and  evaluating  financing,  merger and  acquisition
     proposals,  prepare reports and studies thereon when advisable,  and assist
     in negotiations and discussions pertaining thereto.

(b)  Financing.  Consultant  will assist and  represent the Company in obtaining
     both short and long-term  financing,  when so requested by the Company. The
     Consultant will be entitled to additional  compensation under such terms as
     may be agreed to by the parties.

<PAGE>

(c)  Wall Street Liaison.  Consultant will, when  appropriate,  arrange meetings
     between  representatives  of the  Company  and  individuals  and  financial
     institutions  in the  investment  community,  such  as  security  analysts,
     portfolio  managers  and market  makers.  The  services  described  in this
     Section 1 shall be rendered by Consultant without any direct supervision by
     the  Company  and at such  time and place and in such  manner  (whether  by
     conference, telephone, letter or otherwise) as Consultant may determine.

2.       Term.
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     This Agreement  shall  initially be for a period of Twelve (12) months from
     the date hereof (the "Term") and shall continue for a successive  period on
     the same terms and conditions upon mutual agreement of the parties hereto.

3.       Compensation.
         -------------

(a)  As compensation for Consultant's services hereunder,  the Company shall pay
     to  Consultant a fee of one hundred  twenty  thousand  (120,000)  shares of
     common  stock  which  are  to  be  registered   pursuant  to  a  Form  SB-2
     Registration Statement.  In addition,  Consultant shall receive immediately
     exercisable  options to acquire eight hundred thousand  (800,000) shares of
     common stock at an exercise price of $.35 per share.

(b)  As additional compensation for Consultant's services hereunder,  Consultant
     shall also be  entitled to receive an  aggregate  of  2,000,000  options to
     acquire  2,000,000 shares of the Company's common stock exercisable at $.50
     per share which options  shall be registered  pursuant to a Form SB-2 to be
     filed within sixty (60) days of execution of this  agreement.  All warrants
     shall  be  fully  vested  at  the  time  this  agreement  is  executed.


4.   Registration Rights.

                  The shares to be issued underlying the warrants issued
                  pursuant to subsection 3(b) of this agreement shall contain
                  one demand registration right and unlimited piggyback
                  registration rights. Consultant's piggyback registration
                  rights shall commence from the date hereof, Consultant's
                  demand registration right shall commence six months after the
                  date hereof and such rights shall terminate five (5) years
                  after the date hereof. The Company shall bear the costs of
                  such registrations. Consultant shall pay any and all
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                  underwriting commissions and non-accountable expenses of any
                  underwriter selected by Consultant to sell the common stock
                  (the "Registrable Securities"), together with the expenses of
                  any legal counsel selected by Consultant to represent
                  Consultant in connection with the sale of the Registrable
                  Securities. The Company agrees to use its prompt best efforts
                  to cause any demand registration filing required herein to
                  become effective and to qualify or register the Registrable
                  Securities in such states as are reasonably requested by the
                  Consultant. The Company will maintain the effectiveness of any
                  such registration statement, filed pursuant to Consultant's
                  demand registration right, for the greater of sixteen months
                  from the date of the latest balance sheet of the audited
                  financial statements contained therein on the initial
                  effective date of such registration statement or one year from
                  the initial effective date of such registration statement. As
                  to Consultant's piggyback registration rights, the Company
                  agrees to qualify or register the Registrable Securities in
                  such additional states as are reasonably requested by
                  Consultant. As to Consultant's demand and piggyback
                  registration rights, in no event shall the Company be required
                  to register the Registrable Securities in a state in which
                  such registration would cause (i) the Company to be obligated
                  to do business in such state, or (ii) the principal
                  stockholders of the Company to be obligated to escrow any of
                  their securities. Additionally, the Company shall not be
                  obligated to include the Registrable Securities in any
                  registration statement filed by the Company in connection with
                  a transaction contemplated by Rule 145(a) promulgated under
                  the Securities Act of 1933, as amended (the"Act") or pursuant
                  to Form S-4, S-8 or any other form on which it is
                  inappropriate to register such shares. Nothing herein shall
                  require the Company to file or maintain a registration
                  statement at such time as the Company determines, in good
                  faith, that such filing or registration would adversely effect
                  the Company (for example, by causing premature disclosure of a
                  pending transaction), provided however that the Company can
                  only exercise this right once in any 12 month period. In
                  addition with respect to any "piggyback" registration, the
                  Company shall not be obligated to register the Consultant's
                  shares if the underwriter of the offering which Consultant
                  proposes to piggyback on determines that permitting such
                  piggyback would adversely affect the offering.

5.       PrivateFinancings.

                  In the event that Consultant (i) negotiates or arranges on the
                  Company's behalf a non-public equity financing or (ii) arrange
                  on the Company's behalf a non-public debt financing the
                  compensation will be:
<PAGE>

                                    10% Commission of the Gross Proceeds
                                    3% Non-Accountable Allowance
                                    10% In-Kind

                  In the event that Consultant introduces or arranges for others
                  on the Company's behalf a non-public equity financing or
                  non-public debt financing; the compensation will be no greater
                  than:

                                    10% Commission of the gross proceeds
                                    3% Non-Accountable Allowance
                                    13% In-Kind



6.       Mergers and Acquisitions.

                  In the event that Consultant arranges for or assists the
                  Company at the Company's request with the purchase or sale of
                  assets, or for a merger acquisition or joint venture for the
                  Company, then the Company will compensate the Consultants
                  (based on the Transaction Value, as defined below) for such
                  services in an amount equal to:

                           5% on the first $1,000,000 of the Transaction Value;
                           4% on the amount from $1,000,001 to $2,000,000; 3% on
                           the amount from $2,000,001 to $3,000,000; 2% on the
                           amount from $3,000,001 to $4,000,000; 1% on the
                           amount from $4,000,001 to $5,000,000; 1% on the
                           amount in excess of $5,000,000.

                  If the Company identifies and negotiates its own acquisitions
                  without assistance of the Consultants, the Consultants will
                  not be entitled to the above referenced compensation. The
                  above referenced compensation is in effect unless in writing
                  and signed by the Consultant.

                  "Transaction Value" shall mean the aggregate value of all
                  cash, securities and other property (i) paid to the Company,
                  its affiliates or their shareholders in connection with any
                  transaction referred to above involving any investment in or
                  acquisition of the Company or any affiliates (or the assets of
                  either), (ii) paid by the Company or any affiliate in any such
                  transaction involving an investment in or acquisition of
                  another party or its equity holdings by the Company or any
                  affiliate, or (iii) paid or contributed by the Company or an
                  affiliate and by the other party or parties in the event of
                  any such transaction involving a merger, consolidation, joint
                  venture or similar joint enterprise or undertaking. The value
                  of any such securities shall be the fair market value thereof
                  as determined by mutual agreement of the Company and the
                  Consultants or by an independent appraiser jointly selected by
                  the Company and the Consultants.
<PAGE>


7.       Relationship.
         -------------

                  Nothing herein shall constitute the Consultant as employees or
                  agents of the Company, except to such extent as might
                  hereinafter be agreed upon for a particular purpose. Except as
                  might hereinafter be expressly agreed, Consultant shall not
                  have the authority to obligate or commit the Company in any
                  manner whatsoever.


8.       Confidentiality.

                  Except in the course of the performance of its duties
                  hereunder, Consultant agree that they shall not disclose any
                  trade secrets, know-how, or other proprietary information not
                  in the public domain learned as a result of this Agreement
                  unless and until such information becomes generally known.

9.       Litigation Expenses.

                  If any action is brought by either party to enforce or
                  interpret the terms of this Agreement, the prevailing party
                  shall be entitled to reasonable attorney's fees, costs and
                  disbursements in addition to any other relief to which it may
                  be entitled.

10.      Notices.
         --------

                  Any notice, request, demand or other communication required or
                  permitted hereunder shall be deemed to be properly given when
                  personally served in writing or when deposited in the United
                  States mail, postage prepaid, addressed to the other party at
                  the address appearing at the end of this Agreement. Either
                  party may change its address by written notice made in
                  accordance with this Section.

11.      Governing Law.
         --------------

                  This Agreement is made and shall be governed and construed in
                  accordance with the laws of the State of New York.
<PAGE>

12.      Assignment and Termination.

                  This Agreement shall not be assignable by any party except to
                  successors to all or substantially all of the business of
                  either party for any reason whatsoever without the prior
                  written consent of the other party, which consent may be
                  arbitrarily withheld by the party whose consent is required.
                  Either party can terminate this Agreement at any time for any
                  reason with 30 days written notice after six months from the
                  above date. All shares and warrants earned at time of
                  termination notice, plus 30 days, will still be due and
                  payable. Consultant will have 120 days to exercise all
                  unearned warrants or will forfeit them.










Very truly yours,                                    AGREED AND ACCEPTED:
Benchmark Securities Group



By:_______________________                  By:______________________
Name:Lou Galeotafiore                       Name:Robert Russell
                                            Title: Chief Executive Officer